The Superior Spider-Man
by DarkMarvelDC
Summary: Miles Morales is tired of being treated like a kid. After being left behind while the other heroes go off to save the day, Miles lets his frustration get the better of him. He does something brash. Something cocksure. It will likely put a strain on his relationship with his mentor, Peter. And it will definitely put a strain on Peter's girlfriend, Mary Jane Watson.
1. The Superior Spider-Man

_The entire story in one big chapter as I originally intended. Cleaned up and edited._

 **I**

Miles wasn't angry.

He was more annoyed than pissed, to be perfectly honest.

Swinging through the streets of NYC was usually a good remedy for frustration. But today was different.

He had been left behind.

The black and red webslinger knew he was on the younger side compared to the other heroes. Stark was slowly but surely getting some silver in his precious goatee, Captain Rogers was edging closer to a hundredth birthday, and Thor was downright ancient.

But being younger wasn't the same as being young.

Eighteen years old. That was old enough to buy cigarettes. That was old enough to vote. That was old enough to join the military and fight wars. And sure as hell was old enough to fight crime. Miles had gotten started when he was fifteen. He had proven himself capable time and time again.

But Peter and the others had still gone on without him.

 _"What do you mean, "stay behind"?"_

 _"It's too dangerous!"_

 _"_ _ **Everything**_ _we do is dangerous!"_

 _"This isn't like fighting Shocker or Electro or even the Green Goblin! This is for keeps, Miles! You're my responsibility and I'm ordering you to wait here! We'll be back soon! Tell MJ to cancel our plans! And tell her I'm sorry for flaking! Got that?"_

Yeah, Miles got it alright.

Left behind and made into a messenger boy. It was like a bad joke.

Miles was grateful for being taken under the OG Spider-Man's wing. He was grateful for the recognition. He was grateful for all of it.

But sometimes he wanted to sock Peter right in the mouth.

* * *

He found Peter's place quickly enough. Highrise apartment in uptown. Swanky place with a deck and everything. More than affordable on an actress's salary.

Miles made an easy landing, pulling off his mask. The Parker residence was familiar to him. The Morales and Parker families had similar issues, so they spent time together, knew each other. Spiders had to watch each others backs, after all.

He would make this quick, deliver the message, make sure the fort was secure, and then leave. The young Spider-Man needed some time alone to work off his steam and he didn't want to take anything out on MJ. Peter's girl was too nice for that.

The fact that she was an absolute bombshell didn't hurt. Miles had seen the spreads from her modeling career, had a few saved on his computer. Maybe he just had a weakness for white women.

Miles slid the glass door open and moved into the apartment.

"Hello? Anyone home?" He called out, not too loudly. The last thing he wanted was a freaked out MJ. If she wasn't home, he would have to wait for her. He said he would deliver Pete's message so that's what he was going to do.

If nothing else, Miles kept his word.

"Hello? Anybody?" He called again, moving into the kitchen.

Then came the buzz, the tingling in the back of his head. The Spider-Sense.

Miles whirled around just in time to get an eyeful of Mary Jane Watson come through the kitchen doorway. And, by God, what an eyeful.

It was clear she had recently come out of the shower, with her fiery red hair done up in a messy bun, rogue streams of crimson falling across her rosy cheeks and forehead. She wore little, her buxom body wrapped tight in a tiny pink bathrobe. It may as well have been a mini-dress what with it barely reaching her thighs. Miles eyes roamed over her bare legs, starting from her feet and following them up, up, up, drinking in the delicious swell of her hips and waist as they disappeared beneath pink silk. Up higher was an even more enticing sight: cleavage. Large, milky breasts separated from the open air by an almost sheer sheen of fabric.

"Oh, hey Miles." She greeted casually, strolling past him. Every step brought forth bouncing. It was almost hypnotic.

"...Hey." He replied dumbly after a fashion. He faced away from her, cursing his tight suit.

"Where's Peter?" He heard her ask.

"Um... He went to go handle something. Told me to come apologize for him," Miles explained, looking over his shoulder at the redhead.

Mary Jane's expression grew hard. She crossed her arms, effectively closing the opening her robe had provided. Leaning against the kitchen counter, she leveled a cold gaze towards Miles. And miraculously, the younger man only grew stiffer.

"Apologize for _what?_ " There was a bite to her voice.

"He said..." Miles winced. "He said that you would need to cancel tonight's plans."

Mary Jane made a noise of disgust, shaking her head as she pushed off from the counter and strutted out of the kitchen. Again with the bouncing, but this time giving Miles a clear view of her runway model walk, saying hips and all. His eyes were so glued to her backside that he almost forgot to follow her.

"Unbelievable..." She muttered, reaching up behind her head to pull the bun loose. Wild red hair fell down her back and shoulders. She whirled back around to face Miles, her plump lips pursed as she glared at him. Scary and sexy. The worst combination. " _What. Happened._ "

Miles realized at that point that he could no longer hide his erection. They were facing each other in the living room and there was no way to block her view. Perhaps, he thought, it was a good thing that she was too pissed at Peter to notice.

"Uh... me and Peter were doing our usual patrol when he noticed the Fantastic Four fighting some weird alien dudes. Peter thought we should help, so we did. It was tough, but we contained the situation. But then Mr. Fantastic comes up to us and tells us that they were going to travel to another dimension and stop some weird alien king from sending more of those dudes. Peter agreed to go. I thought I was going too, but he told me to stay because he thought it would be too dangerous for me. He told me to come here and tell you. He said he was sorry for flaking."

"Flaking," She repeated. She clicked her tongue before breaking into a humorless laugh. Her robe was opened just a tiny bit more than it had been back in the kitchen. Miles could swear her breasts were jiggling. "He's sorry for flaking. Of course he is."

Miles tore his eyes away from her, scratching the back of his head. "Uh... so, yeah... Sorry if this was a bad time for you two..."

"Bad time?" Mary Jane snorted, crossing her arms not over her boobs, but _underneath_ them. They were almost spilling out of her robe now, great tidal waves of pale flesh threatening to come out and drown Miles' eyes. "No, not a bad time, Miles. It's just our anniversary. Son of a _bitch._ "

Miles stood there awkwardly, attempting - and failing - to not ogle his mentor's girl as she stood there in glistening skin, all legs and tits and red hair.

Then she was looking at him. Miles felt his heart get caught in his throat. Her eyes were sharp, cutting, almost judging him. But in a good way. No girl had ever looked at him like that.

"Well..." Mary Jane spoke then, cocking her hips to the side. She tapped a manicured nail against her cheek, then against her lips. "Peter may not be celebrating our anniversary but I sure as hell am."

The redhead gave Miles a cruel smirk with a fire in her eyes that sent his stomach into series of flips. She reached down, undid the belt of her robe and shrugged her shoulders. The pink silk flowed off her body like water, pooling around her feet.

Legs for miles. Deliciously wide hips, teasing at the perfect ass hidden from view. Thin waist. Toned, yet soft belly. And the breasts. Large, milky tits swaying proudly with each little movement.

Mary Jane Watson was naked.

In front of him.

Peter Parker's girlfriend.

Naked.

And as far as Miles could tell, she _liked it._

It was a testament to his spider-endurance that Miles didn't spend right then and there. His cock throbbed in his pants, straining against the tight fabric. And Mary Jane saw. She saw and she smiled.

"Uh..." Miles managed to say. "I think... I think I should go."

It was the right thing to do. Bombshell or not, he knew he shouldn't get involved with relationship drama. This was their problem to deal with, not his-

"Oh, no." Mary Jane's silky voice purred. She moved closer to him, slowly, deliberately, like a cat stalking its prey. "You are not going anywhere, Miles."

"...Okay." Was his valiant reply. She was practically pressed up against him now, her small, delicate hands pressed against his chest. They trailed up to his shoulders, one hand moving to stroke his cheek.

"Tonight, I was supposed to have Spider-Man all to myself..." She leaned forward, her lips brushing against his ear. The hand not on his cheek began trailing back down his body. "And lo and behold, there's a Spider-Man standing in my living room. And he came prepared!"

Mary Jane cupped Miles through his suit, making the younger man's groan. She stroked him through the fabric, feeling him, how hard he was. All the while, she giggled. The redhead planted a wet kiss on Miles' cheek and stepped back, releasing him from her hold.

Smiling wickedly, she licked her red lips. "Dear Peter wanted to make sure I wasn't alone on our anniversary! How considerate of him! Don't you agree?" Her voice was low, seductive, and filled with _venom._

Miles nodded obediently.

Mary Jane gave another cruel laugh, her fiery eyes promising Miles depravity.

Then she strode forward, passing Miles and disappearing into the hallway. She called out back to him, "Come join me in the bedroom, hero. I want to show some appreciate to my favorite wall-crawler!"

Miles clenched his fists. His cock was still hard and he felt like his heart was going to explode. He knew he should just websling his way back out the door and forget about it. He knew it would be the right thing to do.

But he remembered the pictures he had saved on his computer. He remembered the red hair, the big tits, the sashaying hips, the most perfect ass he had ever seen on a white girl. He sure as shit remembered Mary Jane grabbing his junk and _giggling_.

And he remembered Peter leaving him behind.

So he turned and followed Mary Jane Watson into the Parker Bedroom.

Maybe Miles was a _little_ angry.

 **II**

Miles found Mary Jane waiting for him on the bed.

The model-turned-superhero's girlfriend had her eyes locked on him as he entered the bedroom. Leaning back, supported by her elbows, she looked like a work of art. Her milky tits were fanned out across her chest, rising and falling with every breath. Pink nipples poked upwards, inviting Miles to come suck them, bite them, bury his face in them. The young man's eyes trailed downwards, drinking in her well-defined tummy, her career in modeling still evident in her physique, her glistening abdomen looking like it had been carved from marble. Her long legs were crossed in lady-like pose, but he could make out the small tuft of red hair growing just above her pussy. She liked to keep herself well-groomed, it appeared.

She licked her ruby red lips, flashing Miles a dazzling - but mischievous - smile.

"Spider-Man..." She breathed, her voice low and warm like syrup. Her tone was pleasant and sweet, but Miles could still detect the anger bubbling underneath. Her eyes betrayed her the most, revealing the spite she held within. "Nice of you to join me. I was afraid I was going to spend my anniversary all by myself!"

Miles' cock stirred, fighting to break free from the tight confines of his suit leggings. He didn't bother trying to hide it this time. He didn't need to.

Maybe it was because of being left behind. Maybe it was the fact that there was blood rushing to his head rather than his brain. Miles felt bold. He pulled his suit top off, leaving naked from the waist up, his dark, lean body tense with bottled up frustration. Frustration that would soon be let loose.

Tossing the red and black clothing aside, the young hero moved closer to the bed, a proud swagger working its way into his step. Mary Jane noticed, her eyes lighting up with intrigue. The redhead sat up, now using her hands to support her as she took in the sight of her boyfriend's young protege. He was a boy when she first met him. Soon, he was going to show her the man he grew up to be.

Miles stood over her, his increasingly large bulge almost level with her face. He gave Peter's girlfriend a cocksure grin.

"It's not right for a woman like you to be alone on her anniversary."

Mary Jane pouted. "Yeah... Peter's work keeps him busy. Too busy for me... It's a good thing he sent you to keep me company, then!"

"Yeah, it's a good thing he did."

The redhead gave a snort of derision, before throwing Miles a kittenish smile. Then her gaze dropped down to his waist. If his hard cock had been obvious before, it may as well have been a big red target now. She reached forward and cupped him, like she did in the living room. Miles grunted, his abs tensing as MJ's slender fingers massaged him through his suit. It was an electric feeling, his gut dancing as she pressed her palm against his thick, hard shaft, stroking him slowly.

"Oh... It looks like he sent me a gift! How sweet of him!" She cooed, her face - and lips - mere inches away from his imprisoned cock. She gave him a soft squeeze, giggling as she felt him throb through the fabric. "And it's so _big_ , too!"

"You should open it now," Miles said without thinking. He didn't know where the confidence - or arrogance - was coming from. It was as if he was on auto-pilot. "That way you can play with it all night."

His hand seemed to move forward on its own, stroking Mary Jane's pretty, white face. She hummed pleasantly at his touch, which only made him get harder - if that was even possible. She looked into his eyes and planted a wet kiss on his palm.

"Yeah..." She said, almost dreamily. Her smile widened and her eyes... the spite was still there, the venom, the anger... But there was a happy wickedness in there, too.

She was enjoying this.

"Lay on the bed," She told him. It was pointedly not a request. "I wanna open Peter's anniversary present.

* * *

Mary Jane Watson treated cocksucking like an art form.

Miles' manhood was the canvas.

Her tongue was the brush.

And so she _painted._

"Holy fuck, MJ..."

"Mmhmm..."

Miles was on his back, lying on Peter's bed, with Peter's girlfriend settled between his outstretched legs. Her hair was done up into a bun again, with wild strands of red falling across her gorgeous face. Her green eyes were locked onto his, never wavering. From this position, he couldn't get a good look at her bombshell body. He could only see her face and the round swells of her superb buttocks a ways behind.

Her tiny hands were both clamped around the base of his swollen length, holding the immense cock steady as she slowly, _slowly_ ran her tongue up the underside of the shaft. She savored it, relishing the distinct flavor, the heavy scent of a young man frothing with testosterone. Her soft pale skin was a shock against his dark, muscled body, a striking image Miles would not soon forget. She reached the tip, the swell of his head pulsing against her tongue as she closed her plump red lips around it.

He could feel it, her tongue lashing against his cockhead, swirling around it, bathing it inside the warm, wet paradise that was Mary Jane Watson's mouth. She hummed happily as she tasted a man that was not Peter Parker, moaning deeply as she took him deeper, her soft lips sliding down his shaft.

Every second that went by, Miles feared it would be the one that would break him. But his release never came. It was like a roller-coaster that kept dragging him up, up, up, up...

Mary Jane pulled back, her cheeks hollowing as she came back to his head. She sucked hard on him, drawing a hiss from the younger man. She released his prick with a lewd POP, quickly ducking down to drag her tongue back up his shaft again, planting a wet kiss to his head as she reached the tip. "MUAH!" She added for effect.

Giggling, Mary Jane tapped his black cock against her ruby-painted lips, the tiniest stream of precum latching on to her mouth as she waved his manhood back and forth. She kissed his cock again, her tongue quickly lashing out against his slit. She smiled at him from behind his length, pressing the dark meat against her face, pecking tiny kisses against his skin. Miles watched, almost in awe.

"Peter's such a good boyfriend," Mary Jane moaned, pumping Miles with her hands, slowly jacking him off as she buried her face into his groin. She inhaled deeply, whining like a bitch in heat at the heavy scent. "This is the best anniversary gift ever... A big fucking cock... A big black fucking dick for me to suck and fuck all night long..."

Her head dipped down and she ran her tongue across his ballsack. Then she did it again, licking up between them, gathering all the flavor she could catch. She drew one testicle into her mouth and sucked. Miles cursed, almost cumming as she rolled it around her mouth. Then she sucked on the other one. Then both. She gathered them into her mouth, his hefty black balls, sucking on them, tonguing them, lavishing them in hot saliva, massaging them with her soft lips and warm tongue.

It was almost like a dream. Some wonderful, fucked up dream. Miles felt like he was floating, relishing in the sensations Peter's girl bestowed upon him. It was a miracle he hadn't cum yet. His head fell back onto the pillows and he gazed into the ceiling.

When he looked back down, Mary Jane was sucking his cock again. One slender hand was wrapped around the base of his cock, the other was planted on his muscled thigh for support. She was sucking him at a faster pace now, her head bobbing over his lap in short, quick movements. She stroked him with her lips, with her tongue, slobbering over his hard black length.

The redhead dove down, taking the black dick deep into her gullet.

"Oh _shit!_ " Miles cried. His body tensed... but he did not cum. MJ hummed against the cock in her mouth, almost sounding like she was... impressed.

Any feelings of guilt had long since dissipated. As Miles ran his fingers through Mary Jane's hair, helping the woman take his cock deeper, the webslinger found that he felt a sense of pride. This was almost like an accomplishment, he reasoned. A _conquest._

"GLRK!" Mary Jane's nose brushed against his waist. She had taken his entire length. All ten inches of his thick, dark meat.

As Mary Jane Watson gurgled around Miles Morales' manhood, the young hero felt nothing less than _mighty._

His other hand reached out, taking a hold of her head. He began to thrust upwards into MJ's mouth. Slowly at first, gradually picking up the pace. The redhead planted her hands on his muscled stomach, allowing her mouth to be abused.

"GLRK! GLRK! GLRK! GLRK! GLRK!"

He pummeled her mouth, driving his cock up hard while he grunted like a mad dog. It was a brutal, relentless face-fucking, the kind Miles thought only ever existed in porno videos. And yet there he was, pounding his cock into Mary Jane's gullet. And she was letting it happen. Because she was _loving it_.

Miles felt a churning in his balls then. His grip on MJ's hair tightened. The younger Spider-Man let loose a howl.

He was cumming.

* * *

"Well, now..." A sultry voice spoke. The voice belonged to a woman. A tall woman.

She was clad in an impossibly tight suit, colored black but for her white boots and gloves. There was also the fur lining that framed her exposed cleavage, huge pale globes that strained against the skin-hugging material. It was borderline obscene how they threatened to come spilling out, but the woman held an air of confidence and feline grace... It was almost supernatural.

The woman stood atop a stone ledge, high above the streets of Manhattan. The city around her was alive with light, hundreds of stone spires glittering against the dark night sky. But she was only focused on one building in particular. A familiar location to her, as she had visited it countless times before. Each visit had been much like the rest. The end result of a game of cat and mouse that she had once enjoyed playing.

But tonight... Tonight was _clearly_ a change of pace.

She spied upon the apartment's occupants through a pair of binoculars, enthralled by the display of carnal depravity that could be seen clearly through the master bedroom windows.

The two faces were familiar to the woman, but the coupling was pointedly not. But there they were, plain as day.

A young black man was driving his mammoth cock into the willing mouth of a red-headed white woman. There was no respite, no mercy as he thrust and thrust and thrust... And then he was cumming. It was obvious, the way his body tensed, the way visibly let loose a mighty roar...

The voyeur watched with rapt attention, her jaw dropping in shock as she witnessed the redhead gulp down the man's copious seed, lapping it up as if it was the elixir of life.

The woman lowered her binoculars. Pursing her lips, she tapped a clawed finger against her chin.

Mary Jane Watson was cheating on Peter Parker. On their anniversary. With a black man. And a _big black cock_.

Felicia Hardy smirked. "You are _full_ of surprises, Red..."

The Black Cat knew that smart choice was to mind her own business.

But where was the fun in that?

 **III**

If there was one thing that Mary Jane Watson enjoyed more than going out on the town, it was getting fucked.

And tonight the vivacious redhead was getting fucked _good._

 _Jesus, am I getting fucked good..._

The dirty deed was being performed in the master bedroom, on the king-sized bed. Mary Jane was lying on her belly, her large breasts criminally hidden away as they were pressed against the mattress, great swaths of milky flesh spilling out to her sides as if trying to escape suffocation. Her fingers were clamped tight, clutching handfuls of bedsheets. She gripped them like reins, holding on for dear life as the dark figure behind her continued his relentless assault on her nubile body.

He was fucking her and she was screaming. They both were in fact, loud enough for anyone on their floor to hear. But even their wanton cries of lust weren't enough to drown out the sound of his conquest, the sweet music of her pale, sumptuous buttocks slapping against his muscled thighs. He fucked her deep, driving his cock into her weeping cunt again and again and again without any hint of stopping.

He was big.

He was merciless.

He was not Peter Parker.

"Harder..." She moaned, half delirious. "Harder, Miles... Fucker me _harder!_ "

* * *

Miles Morales obeyed. He quickened his pace, gritting his teeth as he sank his young prick into hot velvet, drawing a soft whine from the woman below him.

He held her by the waist, practically pinning Mary Jane to the bed, thrusting and thrusting. He savored the sensation of this woman, of her hot, wet pussy wrapped tight around his manhood. He was harder than steel and still he felt like he was melting inside her.

Sweat dripped off the young man's brow as he stared down at a most beautiful sight: every inch of his black cock sinking deep into Mary Jane Watson's cunt, followed immediately by her perfect ass jiggling as he slammed home. He couldn't help himself after that, bringing an open palm down _hard_ on her rear end before giving it a nice squeeze. Mary Jane squealed in shock as Miles felt her butt cheek jiggle and shake in his hand.

"You like that, MJ?" Miles grunted, using his new grip to drive her onto his hard shaft.

" _Yessss..._ " The model-turned-actress may as well have been high on cock. " _...hurts so good!_ "

Miles upped the pace even further, unleashing his pent-up masculine energy on the white woman beneath him. The young hero was an enhanced specimen, his heightened endurance allowing him to fuck and fuck and fuck. But Mary Jane Watson was only human. She was clearly reaching her limit. He could feel it, her body trembling beneath him, her cunt quivering around his manhood.

Maybe it was the heat of the moment, maybe it was because of lingering anger, but the next words out of Miles' mouth came without thought.

"Did Pete ever fuck you like this, MJ?"

The redheaded beauty answered with a piercing shriek. It was loud, primal, and all the answer Miles needed. The younger man smirked as Mary Jane Watson came on his big black cock, the woman's cries petering out into a series of quiet curses.

"Guess not," Miles muttered.

She shuddered on the bed, her face pressed into the sheets. Miles was still sheathed inside her, one dark hand planted firmly on a pale ass cheek. She quivered around him, the last aftershocks of her thunderous orgasm. He throbbed in response, drawing a quiet moan from her.

"Oh shit... Oh fuck... God... Jesus, Miles..." Mary Jane cast a heated look over her shoulder, her green eyes filled with disbelief... and awe.

"That good, huh? Do you need a break? I know you're not used to getting worked over like this."

"Shut up!" The redhead gave a tired laugh, reaching back to slap Miles on the leg. "I'm just a little tired. Give me a girl a moment, will you?"

The young Spider-Man grinned in return, pulling back. He slipped out of Mary Jane, his cock swinging down heavily against his muscled thighs. He was still hard as stone, but now dripping with the sweet honey of the woman's release. He moved around to the side of the bed, Mary Jane watching his every move with hungry eyes. He climbed back on beside her, perched on his knees, his dark, dripping length aimed right for her face.

"I bet your mouth isn't tired," He challenged. "And I know you like the taste."

Peter's girl stared at the massive prick before her, tearing her gaze from it for but a moment to look up at Miles. She gave him a saucy little smile with a wickedness in her eyes that had him twitching before she even touched him.

As Mary Jane Watson moved forward to taste herself on Miles Morales' massive cock, a third voice cut through the air.

"Aaaand _cut!_ "

* * *

Watching the two mismatched lovers scramble to opposite sides of the bed brought a smile to Felicia's face. It had always been fun for the infamous cat burglar to catch people with their hands in the cookie jar.

The cookie jar in this case being Mary Jane Watson's tight cunt. And the hands being Spider-Man's sidekick. Or rather, his sidekick's big black cock.

Felicia waited a moment to stop recording, giving the naked pair just enough time to see her phone and silently deduce what she had been doing with it. Lowering the phone, she gave them both a dazzling smile.

"I must say, Watson..." The Black Cat licked her red-painted lips. "I knew you were wild at heart, but this... _this_ is a welcome surprise!"

Felicia shifted her gaze from one to the other, back and forth, waiting for a response. They certainly looked embarrassed enough, surprised as interrupted lovers were ought to be... but there was one emotion that was clearly missing.

Guilt.

Felicia's smile widened.

 _This is going to be fun._

The Black Cat approached them slowly, her movements deliberate and predatory. She made a show of it for the boy, hips swaying with each step, strutting like the redhead model he just got done fucking. She tapped a clawed finger against her chin, pursing her lips.

"Now... this is some good footage, to be honest. It would be almost criminal to keep it all to myself!" Felicia let her words hang in the air, smirking at Mary Jane in particular. The redhead crossed her arms, but said nothing. "What should I tag the video? Infidelity?"

Mary Jane remained silent.

"Or maybe something more specific?" Felicia continued. "Interracial Cheating on their Anniversary! That's an attention grabber! Oh, and we can't forget to mention how big and black his cock is! Ain't that right, stud?"

The younger man looked like a deer in the headlights. Even more than he already was, at least.

"Uh... Yeah..."

Even now, he remained hard. Felicia was impressed... and intrigued.

Mary Jane however, seemed to be tiring quickly of the intruder's antics.

"Nothing wrong going on here, Kitty Cat." She said with a wicked smile. "Peter couldn't make it tonight, so he sent Miles to take care of me! Isn't that thoughtful of him? After all, a woman like me shouldn't be alone on her anniversary!"

"That _is_ thoughtful, Red. Very thoughtful." Felicia was beside the bed now. She set her phone down on the nightstand. "You're a very lucky woman, Watson. I wish a man would take care of _me._ "

"Is that right?" Mary Jane licked her lips, finally understanding. The two women turned their predatory eyes on Miles.

The young hero looked to be trapped a state between disbelief and elation, his cock standing at full attention.

 _Oh, yes. This is going to be very fun._

* * *

The Black Cat hooked a claw through the zipper tab and slowly, slowly began to pull down, freeing her mountainous breasts, the massive pale globes coming forth like a breaking dam.

Miles drank in the sight, wondering if he was in fact dead and in heaven.

Mary Jane wasted little time, darting forward to close her lips around a dark brown nipple. Felicia gasped, hissing as she felt the woman's teeth gently nip at her soft flesh. The redhead worked dutifully on the thief's bosom, licking and kissing and sucking, first one breast then the other then back again. Felicia moaned quietly as Mary Jane sucked a nipple into her mouth, lavishing it with her tongue while she squeezed the other tight in her hand.

Felicia's suit didn't last long against Mary Jane, the redhead peeling the tight outfit away to free the cat burglar's voluptuous form. The women knew that Miles was watching them. That only made them want to make a show of it.

Finally Mary Jane pulled away from Felicia's massive, gravity defying tits. The Cat Thief was naked from the waist up, the black suit still snug around her wide hips. Miles wanted to tear it away from her.

But they were both looking at him now and his courage seemed to fizzle away. Their eyes pierced him, judged him, hunted him. It was a miracle that he was still hard.

Then Mary Jane Watson beckoned him over.

Miles obeyed. Or rather his cock did.

He closed the distance between them.

Felicia pulled him into a heated kiss as her pale fingers wrapped around his black cock. She began to stroke him when he heard Mary Jane whisper into his ear, "Face it, Tiger... You just hit the jackpot."

 **IV**

Peter Parker was not having a good time.

His body ached, his superhuman strength beginning to wane from over-exertion. His suit was a mess, torn in many places and soaked through with what felt like gallons of sweat. And he was pretty sure he smelled like shit - a lovely parting gift from spending a few moments inside an alien beast's stomach. The Thing had bailed him out of that tight spot, but the odor clung to him like a second skin.

An alien warrior gave a battle cry and charged Peter, flaming spear in hand. Peter dodged, but just barely. Him and the Fantastic Four had been at this for hours now, trying to stop these ugly aliens from opening a portal to Earth. And thanks to the high-gravity environment, the thrilling heroics were starting to wear down on the Spider-Man.

Such was the price of helping out his friends. He was missing out on some quality time with his girlfriend and yes, that totally sucked. But Peter Parker lived by the words: with great power comes great responsibility. When people needed help, Spider-Man would be there to provide it no matter how inconvenient it was for him.

Even if it meant skipping out on his anniversary.

Peter winced behind his masked. He wasn't sure just how pissed MJ was going to be about that. Was she going to chew him out some and sentence him to cold showers for a week? Or was she going to go with the cold shoulder treatment… and also sentence him to cold showers for a week?

Sweat dripped from his brow as he dodged another attack. This one grazed his arm. Ouch.

Peter didn't know what awaited him back home. An angry girlfriend was highly likely. But MJ had always been understanding. Maybe she would give him a good dressing down. Maybe she would dump him. He honestly didn't know.

Only one thing was certain right now.

The Earth needed saving.

So Peter Parker was going to give it everything he got.

* * *

Miles Morales was also giving it everything he got.

Sweat glistened on his lean, muscled body as exerted himself on the delicious pale form beneath him. Felicia Hardy was on her back, nude save for a pair of heeled thigh-high boots, her mane of platinum blonde hair spread out on the mattress behind her head. Her enormous breasts were fanned out across her chest, shaking hypnotically with every powerful thrust. She held Miles' gaze, staring into his soul through lidded eyes, mouth open in a low, throaty moan.

"Oh, _God_ …" She trailed off, breaking eye contact as she peered down to see where their bodies connected, where his mammoth black cock pounded her tight pink pussy. All ten inches slammed home, again and again, sinking deeper inside her weeping cunt than any man before him. He wasn't just fucking her, he was claiming her. "Oh, _fuck!_ "

"That's it Spider-Man. Fuck that little slut. Make her fucking cum." Mary Jane stood off to the side of bed, sporting a wicked little smile with Felicia's cellphone in hand.. She was filming them at the cat thief's request.

Felicia's orgasm was sudden, slamming into her body like a freight train. She squealed beneath the younger man, riding the harsh waves of pleasure as they rolled through her, crashing against her nerves like a storm. Her cunt tightened around the cock inside her, gripping him in a vise. Felicia shuddered, gritting her teeth as she felt him spend within her tight sex, scalding hot cum splattering her sensitive inner walls.

"God… _Ooooh…_ " Felicia's moans petered out into a string of pathetic mewls as she writhed beneath Miles' dark body.

"Did he cum?" MJ asked, stepping closer to the bed. She eyed Miles expectantly. "Did you cum?"

Miles nodded, giving a few more slow thrusts into Felicia's battered pussy, riding out his own orgasm.

MJ's smile widened, hungry eyes devouring the sight. "Are you still hard?"

Felicia moaned quietly in affirmation, but Miles had to prove it himself. He pulled out of the vivacious cat thief - much to her vocal displeasure - allowing his big black cock to hang heavily between his legs. Still engorged with his arousal, still as thick as her wrist, only now glistening with mix of juices and cum.

Mary Jane licked her lips. "Hell yes."

* * *

Miles sat on the edge of the bed. MJ got on her knees between his legs. She took him in her mouth, wasting no time. She sucked him hard, bobbing her head quickly, running her tongue up his length and back down again. She licked his balls, sucking on them, jerking his huge prick with her petite hands while she did so. She could taste them both on her tongue, Felicia and Miles. It made her so fucking wet.

It made Felicia wet too, the cat thief stroking her clit as she watched the redhead slobber and choke all over some black kid's big fucking cock. It was so fucked up, MJ cheating on her boyfriend on their anniversary. But having been apart of the superhero community for quite some time, Felicia had decided not to judge so harshly. Everyone had their issues, so pointing fingers seemed so… pointless.

That, and it was pretty hot. In Felicia's opinion at least. She had never really seen MJ let loose like this. It was quite the sight, Mary Jane Watson deepthroating another man's cock while her boyfriend was out saving the day. It was so fucking wrong, and yet…

Felicia withdrew her fingers from her cunt and crawled over to the pair of unfaithful lovers. She gave Miles a peck on the cheek, getting the boy's attention. He looked at her through glazed eyes. Felicia smirked at that, feeling a small sense of pride for her redheaded friend.

"Having fun, big boy?" She purred, rubbing his back.

Miles nodded, grunting. Felicia heard MJ gag on his cock.

"You must be loving this, huh?" Felicia tittered as she slid down next to MJ as the redhead pulled back, gasping for air. Strings of saliva stretched from the dark shaft to her red lips. It was almost obscene, but Miles' dick twitched at the sight of it. Felicia reached out to run her hand through MJ's wild red hair. "This is like dream come true for you, isn't it Miles? A couple of hot white sluts sucking and fucking your big black cock."

Miles merely gave another grunt, leaning back on his elbows.

Felicia took that as her go ahead. She leaned forth, planting wet kisses along on side of the boy's throbbing length. MJ understood quickly, taking the other side for herself, running her tongue up and down the shaft. They both sucked him, kissed him, licked him, bathing his cock with their tongues, massaging him with their soft lips. Together, they took him to heaven.

* * *

Miles felt like a god.

He lay there on Peter's bed, with Peter's girlfriend and Peter's side-piece sucking him off side-by-side.

It was like an image from one of those videos. A couple of sexy white bitches passing a black dick between them, sucking it, licking it, choking on it.

But this was beyond even that. These sluts were fucking worshipping him, pleasuring him like it was their divine mission. Felicia and Mary Jane were relentless in their cock-worship, one sucking him while the other tended to his balls, both stroking him while they kissed, tongues passing into each others mouths, putting on a show meant for him and only him.

"You know, Peter's never had a threesome with us?" Said Black Cat as MJ kissed down her neck.

MJ pulled away, snickering. "It's true. We were supposed to have one tonight for our anniversary. It's why I left the window open for Felicia. But you know how that turned out. We were supposed to do a lot of special things with Peter…" MJ gave a mock pout. "Too bad he's not here. I guess we'll just have to do them with you!"

The redhead gave a perky smile and went back to sucking, slowly this time, relishing the look on Miles' face as he processed the words he had been told - as well as the sensation of her lips and tongue on his dick.

"What do you have to say about that, Miles?" Felicia pressed him as she descended even lower than MJ, taking his balls into her mouth and sucking. She rolled them in her mouth, lavishing them with her tongue.

"I think…" Miles forced down a groan, feeling a churning in his balls. His body tensed, black corded muscles growing stiff as his orgasm came boiling up. He erupted in Mary Jane Watson's mouth, frothing hot seed splattering across the model's tongue. The redhead hummed happily as she savored his heavy masculine flavor.

Miles sighed, smirking down at the two bombshell white women.

"I think Peter shouldn't have skipped his anniversary."

 **V**

The naked thief held her smartphone with both hands, a true challenge as she fought the urge to send her fingers diving between her legs, to scratch the delicious itch that danced within her dripping wet cunt. She had an important job after all. She was filming something _wonderful_.

Felicia couldn't help but smile. It was a wicked, toothy smile. The kind that only bad girls wore. Doubtless, the Black Cat was being very, _very_ bad tonight. But she was not the only one.

Miss Hardy knelt near the corner of the room, resting her elbows on an ottoman, keeping the smartphone steady. She didn't want to miss a single second. Beyond her, on the bed...

A bombshell redhead was putting on the show of her life. And the young black man behind her was doing his damned hardest to help her, one thrust at a time. She was moaning, screaming as her lover's cock thundered inside her. Her vibrant red hair was now a wild mess, falling across her beautiful flushed face, clinging to her damp skin.

The man held her by the back of the neck as he hammered his cock deep inside her, deeper than any man before him. His thrusts were quick, hard, relentless. He grunted as he took her, lust and power driving his dark, muscled body to work overtime. This was his conquest. And he was going to make sure she would never forget it.

He forced her head down into the mattress, her rosy bottom rising into the air, as if accepting his assault. She squealed, thrusting back into him defiantly, but in the end she could not withstand his will. His great black cock reigned supreme over her body, sinking into her depths until her cheeks pressed flush to his groin.

With her face and tits smushed into the bed, Mary Jane Watson could only claw at the sheets, moaning salaciously as Miles Morales fucked her in the ass. _Deep_ in her ass. With his big black fucking cock.

MJ had given into her lust hours ago and it looked as if the night was wearing down on Miles as well, despite his superhuman stamina. Felicia knew he was close to spending. She needed to get the money shot. Or at least a good send off to this night of sin. She had a few solid hours of footage already, a personal collection for cold nights in lonely a safehouse. But she wanted something to set tonight apart from all the others. And there was only one thing that would satisfy her. A surrender to sin.

She got to her feet, camera still trained on the interracial pair, and moved closer to the bed. The sound of MJ's rosy cheeks slapping against Miles' waist filled the bedroom, her moans following close behind. Felicia knelt on MJ's side of the bed, filming her. She caught an unforgettable image of the redheaded model, ruby lips parted, fiery hair clinging to her face, eyes glazed over with sinful pleasure.

"Oh, _fuck_ …" She whimpered as her tight, pale ass was ravaged by black cock.

"How many times did you cum?" Felicia cooed, leering at the woman from behind the camera.

MJ only whined in response, lowering her head into the sheets. Her grip on them was true, her knuckles a bony white.

"That good, huh?" Felicia sniggered. "Getting fucked in the ass is something else. You ever do this with Peter?"

MJ whined again with her face still buried in the sheets. Miles' pace slowed, but remained steady. His breaths became shorter, more labored. He was close. But Felicia still needed her money shot.

"Look at me, Red." The Black Cat ordered.

Slowly, Mary Jane rose. She met Felicia's gaze, hungry eyes, lustful eyes.

"What?"

The Black Cat gave her a wicked smile, evil in lust, evil in desire. She licked her glossy lips. "I want to hear you say it." She purred.

Mary Jane bit her lip. Miles grunted behind her, his pace quickening again, his thrusts becoming harder. Becoming savage. Pale skin clapped against dark muscles. Mary Jane's breath caught in her throat.

"No," She gasped. Miles' lips met her neck and he reached down with to cup a breast. Her large milky flesh spilled over his dark fingers. "I never did this with… with... Oh, _shit!_ "

Felicia darted forward, catching Mary Jane in a deep kiss. The redhead came, but the thief swallowed her cries of pleasure. Her tongue snaked into the other woman's mouth, tasting, teasing, dueling, until Mary Jane gave in. She kissed back with equal vigor, shuddering as she felt Miles throb inside her.

The young hero found his release a moment later, balls churning as he shot load after load of hot cum deep inside Mary Jane Watson's ass. Miles grunted as he pulled free, mesmerized by the model's pale, jiggling cheeks. He found a sense of masculine accomplishment in the fact that he left his seed somewhere not even Peter had reached.

He had arrived at this apartment hours ago. Even with his stamina, the ladies had worked him over completely. Spent, Miles fells back onto the bed and let sleep claim him.

* * *

When he awoke, Peter still had not returned home. But they knew they wouldn't be able to enjoy another bout. Too risky, they agreed. So Miles got dressed, ready to head home and take this secret to his grave.

But the brief conversation he had with them before his departure held more than a little promise.

"You're quite the fuck machine, kid." The Black Cat praised him as she copped a quick feel, predatory eyes peeling his suit away. They were in the living room, back as their hero identities.

"They don't call me the Ultimate Spider-Man for nothing," He shrugged, smiling.

The cat thief tapped a claw finger to her lips. "Ultimate? Doesn't fit you."

"No?"

"No."

"Amazing is taken. Spectacular too."

"Those don't fit you either." Another voice called out.

Mary Jane entered the room then, wearing her pink bathrobe. Miles' cock stirred at the sight of her. He knew what kind of sweetness the robe kept hidden away. Her hair was done up in a bun again, fiery red strands falling across her face. She smiled at him, a sweet smile this time, genuine and affectionate. She kissed him on the cheek.

"Superior." Mary Jane said softly, pressing her body to his. She was so warm. "The Superior Spider-Man."

"That's just going to go to his head, Red." Black Cat warned.

"It's true," She shot back. "If he works at it."

Miles pulled away, ears burning. He glanced towards the open balcony then back to the ladies. "About last night…"

"It was fun," Mary Jane told him. Simple. And guiltless. Her bright eyes made that obvious.

"Very fun." Cat purred before departing, leaping off of the balcony railing.

"But… This shouldn't change anything between you and Peter."

"I'm not going to tell him," Miles said quickly. "Are you going to tell him?"

Mary Jane looked at him as if he had grown six more limbs. She took a seat on the couch, legs crossed modestly. "No. Obviously. What I meant was: you're young. You're still learning the whole hero thing. Don't be so eager to throw yourself into the weird and dangerous stuff. Follow Peter's lead and do what he tells you. For now at least."

Miles frowned. "What, so he can sideline me again?"

Mary Jane shrugged. "If that's what he tells you, sure."

"Great."

His disappointment was obvious. But Mary Jane just smiled. She leaned back into the couch, her robe parting slightly, the deep valley between her big breasts just barely coming into view.

"Won't be that bad. Who knows? I just might get lonely again."

Miles didn't have a witty reply to that. Only a dumb, boyish grin.

More than a little promise, indeed.

 **Epilogue**

When Peter Benjamin Parker returned to his apartment, he was a mess. Bruised and bloodied, with a shredded suit, and smelling of alien entrails, he was a sight to behold - and avoid. It was safe to say that the friendly, neighborhood Spider-Man had experienced one hell of a night.

But at least he was alive. And he was finally home. Home with his beautiful and loyal girlfriend. A girlfriend who was also more likely than not very, very angry with him. Such was the consequences for missing their anniversary.

"MJ?" He called out carefully as he moved into the living room. "Mary Jane? Honey?"

"Hi, Peter!" A warm, lively voice called out. "Welcome home!"

Peter turned and was greeted with a beautiful site. Bright eyes and red hair. Legs for miles. Breasts to die for. And a smile to melt your heart. Mary Jane Watson. And she was _glowing!_

She eyes him up and down. "You're a mess, Tiger!"

"Yeah…" He scratched the back of his head. "Had a rough night. Sorry I missed…"

"Don't worry about it." She waved him off, grinning. "Hero stuff. I get it."

Peter was incredulous. "...You're not mad?"

The redhead rubbed her neck, wincing. "To be honest, I had a rough night myself. But I survived. And now you're back. That's the important thing."

Peter laughed with relief. "What did I do to deserve a woman like you, MJ?"

There was a flash in her eyes, but she pecked him on the cheek. "Maybe we'll figure that out someday…"

"So… how bad was it for you last night?"

"Unbearable at first," Mary Jane said with a giggle. "It's too bad we couldn't have the fun night we planned. But you know me. I had my own fun."

Peter's eyebrows raised, a smile spreading across his bruised face. He knew MJ still kept some ties in the closet. She was a lustful woman, his girlfriend. "Sounds like a story. Want to share?"

"Nope." Mary Jane teased. "A woman is entitled to her secrets. Consider this the price of your absence."

Peter exhaled but pressed no further. "Sounds like a good time."

"Yeah," Mary Jane bit her lip. "...the _best_."

 **END**

 _I hope you enjoyed this story. If you would like to discuss ideas for other similar stories, feel free to send me a PM. I love sharing ideas. I also take commissions. You can find my under the moniker "DarkOverlordGuy"._


	2. Author's Note

Now that the story is complete, I re-uploaded all of the chapters as one big story. They have also been slightly revised and edited.


End file.
